Notice to an extraordinary general meeting of IRRAS AB with a proposal for a set-off issue of shares for the settlement of short-term loan financing
The shareholders of IRRAS AB (publ), org.nr 556872-7134 (”the Company”), are hereby invited to the Extraordinary General Meeting to be held on Friday 13 October 2023 at 4.00 p.m at the premises of Setterwalls Advokatbyrå at Sturegatan 10 in Stockholm.
Notice of Attendance
A shareholder who would like to participate in the General Meeting shall:
(i) be entered in the register of shareholders maintained by Euroclear Sweden AB by the record date Thursday 5 October 2023; and
(ii) notify the Company of their intention to attend the General Meeting no later than than Monday 9 October 2023.
Notification of participation shall be sent by mail to IRRAS AB, Attn: Tore Linghede, P.O Box 160, 101 23 Stockholm or by e-mail to EGM@irras.com. The notification shall state name, personal registration number/company registration number, address and telephone number, number of shares held and proxies if applicable.
In order to be entitled to participate in the General Meeting, a shareholder who has registered their shares in the name of a nominee, in addition to announcing their intention to participate, must temporarily request that their shares be registered in their own name so the shareholder is entered into the register of shareholders by 5 October 2023. This registration may be temporary (so-called voting right registration) and is requested with the nominee in accordance with the nominee’s procedures and in advace as determined by the nominee. Voting right registrations made no later than the 9 October 2023, will be considered when preparing the shareholder register.
Proxies
Shareholders represented by proxy shall issue a written and dated power of attorney. The power of attorney may not be older than one year unless indicated that it is valid for a longer period, not exceeding five years. If the proxy is issued by a legal person, a certified copy of the registration certificate or similar papers of authorisation are also required. Power of attorney, registration certificates and other authorisation documents must be available for the Meeting and, in order to facilitate entry to the Meeting, sent to the Company at the above address, no later than 9 October 2023. Proxy forms for shareholders who wish to participate in the Meeting by proxy will be made available on the Company's website www.irras.com.
Proposed agenda
- Election of Chairman of the Meeting
- Election of one person or two persons to certify the minutes
- Preparation and approval of the voting list
- Approval of the agenda
- Establishment of whether the Meeting has been duly convened
- Resolution on issue of new shares
- Closing of the Meeting
Proposals
Resolution on issue of new shares (item 6)
The shareholder IR Holding Bidco Inc. (“IR Holding”), holding approximately 87.2 percent of the total number of shares and votes in the Company, proposes that the General Meeting resolves to increase the Company's share capital by a maximum of SEK 10,147,945.20 through a new issue of a maximum of 338,264,840 ordinary shares, each with a quota value of SEK 0.03.
The new shares may, with deviation from the shareholders’ preferential right, only be subscribed for by IR Holding, with the obligation for the subscriber to make payment for subscribed shares by way of set-off against loans amounting to SEK 60,000,000 plus accrued interest as of 12 September 2023 of SEK 887,671. The subscription price is SEK 0.18 per ordinary share. The subscriber may not subscribe for fewer shares than such share subscriber is entitled to subscribe for according to above.
Subscription must take place no later than 14 October 2023. The set-off will be considered executed immediately in connection with subscription of the new shares. The Board of Directors shall have the right to extend the subscription period and the time of payment. The new shares give the right to a dividend from and including the first record day regarding dividends that occur after the registration of the new shares with the Swedish Companies Registration Office. The amount that exceeds the quota value must be added to the free premium fund.
The purpose of the new issue and the reason for the deviation from the shareholders’ preferential right is to enable the Company to settle outstanding loan amounts of a total of SEK 60,887,671 according to the short-term financing originally provided by Bacara Holdings Ltd. and which, in connection with the completion of the ongoing public takeover offer of the shares in the Company, has been transferred to IR Holding. On 24 August 2023, through the independent bid committee, the Company reported on the Company’s challenges in finding alternative financing to be able to repay the short-term loan, which initially was due for payment on 15 September 2023 but has been extended to 15 October 2023. Through the proposed set-off share issue, a loan amount of SEK 60,000,000 plus accrued interest will be settled and the Company thereby avoids becoming insolvent, which would otherwise have been imminent. The subscription price amounts to the bid price in the public takeover offer.
The company's managing director is authorized to make minor formal adjustments to the issue resolution that may prove necessary in connection with registration of the new shares with the Swedish Companies Registration Office or Euroclear Sweden AB.
For a valid decision of the General Meeting according to the above proposal, it is required that the resolution be supported by shareholders who represent at least two thirds of both the votes cast and the shares represented at the General Meeting.
The shareholders’ right to submit questions
The shareholders are reminded of their right, in accordance with Chapter 7 Section 32 of the Swedish Companies Act, to request information from the Board and the CEO at the Meeting.
Other information
As per 18 September 2023, the total number of shares and votes in the Company amounts to 794,813,400. The Company holds no shares in the Company. For information about how your personal data will be processed, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
The Board of Directors of the Company will issue a separate press release to be announced in connection with the announcement of this notice to convene the Extraordinary General Meeting. The press release will also be available at the Company’s website, www.irras.com.
Documents
The complete proposal according to item 6 above, together with documents according to the Swedish Companies Act (2005:551) will be available at the Company’s office at the address set out above and will be sent free of charge to shareholders who so request and provide their postal address or e-mail address. The documents will also be available at the Company’s website, www.irras.com.
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Stockholm in September 2023
The Board of Directors
This disclosure contains information that IRRAS is obliged to make public pursuant to the EU
Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication,
through the agency of the contact person, on 18-09-2023 20:30 CET.
For more information, please contact:
Will Martin
President and Chief Executive Officer
ir@irras.com
About IRRAS
IRRAS is a global medical care company focused on delivering innovative medical solutions to improve the lives of critically ill patients. IRRAS designs, develops, and commercializes neurocritical care products that transform patient outcomes and decrease the overall cost of care by addressing complications associated with current treatment methodologies. IRRAS markets and sells its comprehensive, innovative IRRAflow and Hummingbird ICP Monitoring product lines to hospitals worldwide through its direct sales organization in the United States as well as an international network of distribution partners.
IRRAS maintains its headquarters in Stockholm, Sweden, with corporate offices in San Diego, California, USA. For more information, please visit www.irras.com.
IRRAS is listed on Nasdaq Stockholm (ticker: IRRAS).
